UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): May 19, 2022 |
THE WESTERN UNION COMPANY
(Exact name of registrant as specified in its charter)
| Delaware |
001-32903 |
20-4531180 |
| (State or other jurisdiction<br>of incorporation) |
(Commission File Number) |
(IRS Employer<br>Identification No.) |
| 7001 East Belleview Avenue |
|
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| Denver, Colorado |
|
80237 |
| (Address of principal executive offices) |
|
(Zip Code) |
| Registrant’s telephone number, including area code: 866 405-5012 |
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading<br>Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 Par Value |
WU |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
| Emerging growth company |
☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
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On May 19, 2022, at the Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of The Western Union Company (the “Company”): (i) elected the persons listed below to serve as directors of the Company for a one-year term; (ii) on an advisory basis, voted to approve the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022; and (iv) did not approve a stockholder proposal regarding modification to the Company’s stockholder right to call a special meeting. The final voting results for the matters voted upon at the Annual Meeting are as follows:
Proposal 1: Election of Directors.
| Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| Martin I. Cole |
329,500,092 |
4,041,073 |
317,583 |
19,474,202 |
| Richard A. Goodman |
328,718,751 |
4,842,398 |
297,599 |
19,474,202 |
| Betsy D. Holden |
322,084,751 |
11,422,237 |
351,760 |
19,474,202 |
| Jeffrey A. Joerres |
315,291,716 |
18,206,346 |
360,686 |
19,474,202 |
| Devin B. McGranahan |
332,335,484 |
1,206,274 |
316,990 |
19,474,202 |
| Michael A. Miles, Jr. |
308,311,199 |
25,254,383 |
293,166 |
19,474,202 |
| Timothy P. Murphy |
332,272,156 |
1,288,642 |
297,950 |
19,474,202 |
| Joyce A. Phillips |
320,603,172 |
12,896,811 |
358,765 |
19,474,202 |
| Jan Siegmund |
331,898,831 |
1,653,723 |
306,194 |
19,474,202 |
| Angela A. Sun |
332,408,561 |
1,089,935 |
360,252 |
19,474,202 |
| Solomon D. Trujillo |
332,071,349 |
1,497,714 |
289,685 |
19,474,202 |
Proposal 2: Advisory Vote on Executive Compensation.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 294,011,587 |
38,761,645 |
1,085,516 |
19,474,202 |
Proposal 3: Ratification of Selection of Auditors.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 347,962,978 |
4,998,328 |
371,644 |
0 |
Proposal 4: Stockholder Proposal Regarding Modification to Stockholder Right to Call a Special Meeting
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 29,200,023 |
304,005,756 |
652,969 |
19,474,202 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number |
Description of Exhibit |
| 101 |
Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 24, 2022 |
THE WESTERN UNION COMPANY |
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By: |
/s/ DARREN A. DRAGOVICH |
|
Name: |
Darren A. Dragovich |
|
Title: |
Vice President and Assistant Secretary |
